Terms and Conditions for BDO Documents that Contain FAF Licensed Materials

Last Updated: September 1, 2023

The following terms and conditions (these "FASB Terms") in addition to the website Terms and Conditions, https://www.bdo.com/website-terms-and-conditions, (the “Website Terms”) govern your use of any documents or other materials that are licensed to BDO by the Financial Accounting Foundation (“FAF”) (“FAF Licensed Materials”) (including any materials that incorporate FASB Accounting Standards, the “FASB Licensed Documents”) that you access on the Site (as defined in the Website Terms). The FASB Licensed Documents are made available by BDO USA, P.C., its affiliates and subsidiaries (except as provided below) ("BDO" or "we" or "us") under license from FAF according to these FASB Terms. We may change the FASB Terms from time to time, and at any time without notice to you, by posting such changes on this Site.

BY CLICKING “I ACCEPT” OR ANY OTHER SIMILAR TERMS OF ACCEPTANCE OR BY ACCESSING THE FASB DOCUMENTS ON THIS SITE, YOU ACCEPT AND AGREE TO THESE FASB TERMS AND THE WEBSITE TERMS AS APPLIED TO YOUR USE OF THIS SITE OR ANY FASB LICENSED DOCUMENTS. Your use of the FASB Licensed Documents or the FAF Licensed materials, in whole or in part, is explicitly conditioned on your agreement with these FASB Terms. If you do not agree to these FASB Terms, you may not access or otherwise use the FASB Licensed Documents or any FAF Licensed Materials.

Licensed Documents and Materials. You may not use, access, distribute, repurpose, or display the FAF Licensed Materials, in whole or in part, separate from each FASB Licensed Document, nor may you use such FASB Licensed Documents (which may include portions of the FAF Licensed Materials): (i)   for any purposes other than for reference; (ii)  for resale or commercial distribution, in whole or part; or (iii) as part of your own sublicenses (or distribution) of the FAF Licensed Materials (in whole or in part).

License and Limitations. BDO grants you a limited, non-exclusive, revocable, license to use the FASB Licensed Documents solely for your own internal business purposes and solely in strict compliance with these FASB Terms. Each FASB Licensed Document may include materials that are the Copyright of Financial Accounting Foundation, Norwalk, Connecticut. Such FAF Licensed Materials may be marked with Copyright notices as they appear in the FASB Licensed Document and are protected by copyright laws and international copyright treaties. Except to the extent expressly provided herein, as between BDO and you, title, ownership rights, and any and all intellectual property rights in and to the FAF Licensed Materials (and any and all copies thereof, tangible or intangible) shall remain, at all times, with FAF and its licensors and suppliers, if any, together with all copies, new versions, and any other manifestations thereof. The remaining portions of the FASB Licensed Document not covered by FAF’s copyright are the Copyright of BDO.  BDO shall retain all title and ownership of, and intellectual property and other right in and to the FASB Licensed Document together with all copies, new versions, and any other manifestations thereof, except to the extent such documents are composed of FAF Licensed Materials.  BDO reserves for itself and on behalf of FAF, as applicable, all rights not expressly granted to you under these Terms.  Except to the extent expressly provided herein, no intellectual property right (including, without limitation, all copyrights, program, or database structure and organization, specific sets of information extracted therefrom, non-public data, and specifics about the means and standards of compilation of any FAF database) shall vest in or be transferred to you. 

No Endorsement. BDO’s use of the FAF Licensed Materials in the FASB Licensed Documents is not an endorsement of BDO or any of the FASB Licensed Documents by the FASB or FAF or any of their respective boards or related organizations.   

Third-Party Beneficiaries. Certain portions of the FAF Licensed Materials may consist of data, services, and other materials proprietary to third parties which have licensed to FAF the right to redistribute or sublicense such materials.  Such third party licensors, along with FAF, shall be third party beneficiaries of these FASB Terms.  

Indemnification.  You will, at your expense, indemnify, reimburse, defend and hold harmless BDO and FAF, and will pay all losses, liabilities, damages and claims and all related costs and expenses incurred by BDO or FAF (including reasonable attorneys' fees, litigation, settlement, judgment, interest and penalties) for your use of a FASB Licensed Document or the FAF Licensed Materials by you and your affiliates.

Limitation of Liability. Under no circumstances shall either BDO’s or FAF’s liability in connection with your use of the FAF Licensed Materials or FASB Licensed Documents include, nor shall such party be liable for, direct, special, incidental, consequential, or tort damages, including, without limitation, punitive damages and damages resulting from delay or from loss of profits, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages.  The maximum liability of BDO or FAF to you for access or use of the FASB Documents will be limited to the lessor of the amount you paid for such FASB Licensed Documents or $50.

Modification or Revocation of Documents. BDO may modify the FASB Licensed Documents at any time to correct any invalid implication of endorsement or for any reason.  BDO may also stop providing the FASB Licensed Documents at any time, including any termination or expiration of BDO’s license to use the FAF Licensed Materials. You may only use the FASB Licensed Documents while such documents are published on this Site. BDO may notify you of removal of any FASB document.  If such notification is received by you, you must stop using the FASB Licensed Documents and destroy any copies. 

U.S. Government Restricted Rights. The FAF Licensed Materials and the FASB Documents are a "commercial item" as that term is defined in 48 CFR 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 CFR 12.212 (Sept. 1995).  Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the Licensed Materials with only those rights explicitly set forth herein.